Azul S A : Board of Directors' Meeting Minutes - Capital Increase and 4Q22 Financial Statement

AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/ME) n. 09.305.994/0001-29

Board of Trade (NIRE) 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON MARCH 06, 2023

1. Date, Time and Place: Held on March 06, 2023, at 7:00 a.m., exclusively digitally.
2. Call and Attendance: Call notice was given to all members of the Board of Directors, pursuant to Article 17 of the Bylaws of Azul S.A. ("Company"), the totality of the members of the Board of Directors attended the meeting, remotely.
3. Chair: Chairman: David Gary Neeleman; Secretary: Joanna Camet Portella.
4. Agenda: To decide on the:

1. Management's Report, together with the Company's Financial Statements accompanied by the prior opinion issued by Ernst & Young Auditores Independentes S.S. as the Company's independent auditor ("EY"), and the opinion issued by the Audit Committee of the Company, referring to the fiscal year ended on December 31, 2022;
2. Proposal of allocation of the Company's results recorded in the fiscal year ended on December 31, 2022; and
3. Company's capital increase within the limit of its authorized capital, through the issuance of preferred shares resulting from the exercise of stock options of the Company by certain beneficiaries from October to December 2022, under the Sixth Program of the Company's Second Stock Option Plan, which were approved, respectively, at the Board of Directors' Meeting held on August 8, 2022, and the Extraordinary Shareholders' Meeting held on June 30, 2014 ("Sixth Program of the Second SOP").

5. Resolutions: The meeting was installed and, after discussing the matters on the Agenda, the board members, unanimously and without any restrictions, decided as follows:

1. To approve the Management's Report presenting the Management's accounts, together with the Company's individual and consolidated Financial Statements accompanied by the prior opinion issued by EY, and the favorable opinion issued by the Company's Audit Committee on the date hereof, referring to the fiscal year ended on December 31, 2022, to be submitted to the Company's Ordinary General Shareholders' Meeting;
2. To approve the allocation of the negative result of the Company in the amount of seven hundred and twenty-two million, three hundred and sixty-nine thousand, eight hundred and forty-threeReais and eleven cents (R$ 722,369,843.11) to the accumulated losses account; and

1/2

1. To approve the increase of the Company's capital stock within the limit of its authorized capital, as a result of the exercise of Company's stock options by certain beneficiaries between October and December 2022, through the issuance of five thousand and five hundred (5,500) preferred shares at an issue price of eleven Reais and seven cents (R$ 11.07) per share, defined in accordance with the Sixth Program of the Second SOP; as per the subscription bulletins filed at the Company's headquarters. Such new preferred shares will participate under equal conditions in all benefits of the current preferred shares of the Company, including dividends and any capital remuneration that may be distributed by the Company. Therefore, the Company's capital stock is hereby increased from the current amount of two billion, three hundred and thirteen million, nine hundred and forty thousand, seven hundred and ninety-eightReais and twelve cents (R$ 2,313,940,798.12) totwo billion, three hundred and fourteen million, one thousand, six hundred and eighty- three Reais and twelve cents (R$2,314,001,683.12), divided into one billion, two hundred and sixty-four million, five hundred and eighty-eight thousand, four hundred and sixty-six(1,264,588,466) shares, all registered and without par value, out of which: (i) nine hundred and twenty-eight million, nine hundred and sixty-five thousand, fifty-eight (928,965,058) common shares; and (ii) three hundred and thirty-five million, six hundred and twenty- three thousand, four hundred and eight (335,623,408) preferred shares. The proposal to amend the Company's Bylaws in relation to the capital increase approved herein will be timely submitted to the next Shareholders' Meeting of the Company.

The Company's Board of Executive Officers is hereby authorized to take all measures and practice all acts required to implement the resolutions approved herein, and the Board of Directors ratifies all the relevant acts already practiced by the Board of Executive Officers in connection with the matters approved above.

6. Drawing up and Reading of the Minutes: With nothing further to discuss, the works were closed, and the meeting was adjourned for the time required to draft these minutes. The meeting was resumed, and these minutes were read, approved, and signed by all members in attendance. Chair: David Gary Neeleman - Chairman; and Joanna Camet Portella - Secretary. Members of the Board of Directors in attendance: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Michael Paul Lazarus, Carolyn Luther Trabuco, Decio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, Patrick Wayne Quayle, Gilberto de Almeida Peralta, Peter Allan Otto Seligmann, and Renata Faber Rocha Ribeiro.

This is a true copy of the original minutes drawn up in the minutes book.

Barueri/SP, March 06, 2023.

David Gary Neeleman	Joanna Camet Portella
President	Secretary

2/2